Foreign Company Branch in Turkey: TCC Article 40, Resident Representative and Registration

1. TCC Article 40(4) is the statutory starting point for a foreign company’s Turkish branch

Turkish Commercial Code No. 6102 Article 40 regulates registration of commercial enterprises and branches. Paragraph 4 deals specifically with commercial enterprises whose head offices are outside Turkey. It provides that their Turkish branches are registered in the same manner as domestic commercial enterprises, without prejudice to the home-country rules governing the foreign enterprise’s trade name.

The provision therefore gives a foreign corporation a direct branch route. The foreign parent does not have to create an LLC or JSC merely to maintain a Turkish commercial presence, unless sector legislation, licensing requirements or the group’s commercial structure makes a subsidiary necessary.

This branch route must be distinguished from a subsidiary. A Turkish subsidiary is a separate Turkish legal entity incorporated under the Turkish Commercial Code. A branch is an organisational extension of the foreign parent. For a side-by-side comparison, see Branch or Subsidiary in Turkey for a Foreign Company?.

2. A branch is a commercial establishment of the foreign parent, not a new shareholder-owned Turkish company

Opening a branch does not create shares, shareholders or a Turkish board of directors for the branch. The parent company remains the enterprise behind the Turkish operation. The branch is registered locally so that it can conduct the authorised commercial activity, use a registered branch title and operate through its authorised representative.

This legal structure affects contracts and risk. A counterparty contracting with the Turkish branch is dealing with the foreign enterprise through its registered Turkish establishment. The branch does not create the same separate-liability compartment that a distinct Turkish capital company can provide.

It also affects governance documentation. Instead of Turkish articles of association for a new company, the foreign parent supplies its own constitutional documents and adopts a competent-organ resolution to open the Turkish branch. The resolution and power of attorney must be drafted consistently so that the representative’s Turkish authority is clear.

A foreign investor considering a separate Turkish company instead should review our 100% Foreign Ownership of a Turkish Company guide. Turkish law generally permits full foreign ownership of an ordinary LLC or JSC, subject to special-sector rules.

3. The branch must have a fully authorised commercial representative domiciled in Turkey

The clearest statutory branch-specific requirement appears in the final part of TCC Article 40(4): a fully authorised commercial representative whose domicile is in Turkey must be appointed for the branch. The representative is therefore not merely an address contact or document recipient. The parent must grant the authority necessary to fully represent the branch within the registered structure.

The statute requires domicile in Turkey; it does not state that the representative must be a Turkish citizen. The current Investment Office document list confirms this distinction by providing separate identity-document routes: a Turkish national representative submits the prescribed Turkish identity documentation, while a non-Turkish representative submits the required translated and notarised passport documentation.

Nationality and immigration permission are different questions. A foreign person can satisfy the corporate-document route only if the representative file is legally valid; whether that person may physically work in Turkey is governed separately by immigration and International Labour Force Law rules. The Trade Registry appointment does not itself issue a work permit.

The parent-company power of attorney should identify the branch and give the representative the full authority required by Article 40(4). Restrictions inserted into the power should be reviewed carefully because a document that contradicts the statutory “fully authorised” requirement can create registration problems.

4. The current official branch-registration list requires parent-company and representative documents

The Presidency Investment Office’s current 2026 business-establishment guidance provides a detailed list for a foreign company’s branch. The file starts with a petition signed by an authorised signatory under the company seal or by a duly authorised proxy. Where a proxy signs, the original or notarised power of attorney must accompany the filing.

The parent company’s competent organ must adopt a resolution to open the branch. A certified original of the parent company’s articles of association must be submitted, together with a certificate of activity or equivalent evidence showing the foreign parent’s registration and current status.

The official list also requires a power of attorney from the parent in favour of the resident representative that assigns full representation and responsibility, the prescribed establishment declaration forms, copies of the representative power of attorney, representative identity documentation, signature declarations under the branch title, a letter of commitment and the relevant chamber/registry declaration materials.

The exact filing presentation can change with MERSIS and registry practice, so the current competent Trade Registry checklist should be matched against the parent-company documents before originals are apostilled. The statutory core, however, remains Article 40(4)’s foreign branch and fully authorised resident-representative rule.

5. Foreign corporate documents require the correct apostille or consular legalisation chain

The official Investment Office guidance states that documents issued and executed outside Turkey for the branch file must be notarised and apostilled or, alternatively, ratified by the Turkish consulate where they are issued, followed by official Turkish translation and Turkish notarial formalities.

The precise route depends on the issuing country and document type. Where the Hague Apostille Convention applies between Turkey and the issuing state, an eligible public document may use an apostille. Where that route is unavailable, consular legalisation is used. The registry should not be expected to accept an unauthenticated PDF of a foreign commercial-register extract.

Names and corporate details must match across the registry certificate, articles, branch resolution and power of attorney. Transliteration differences can cause avoidable problems, especially where the parent uses non-Latin script. The Turkish translation should preserve the foreign legal name and clearly identify any translated descriptive version.

Foreign corporate documents can also have practical validity/freshness expectations. The parent should obtain current records and complete the authentication process on documents that will still be acceptable on the intended filing date.

6. The branch is registered through the Turkish Trade Registry system

Commercial registry processes in Turkey are integrated with MERSIS, the Central Registry Record System. The branch filing is made with the competent Trade Registry Directorate for the branch location, using the parent-company and representative information required by the registry system and the governing rules.

The branch’s registration is not replaced by tax registration or a lease. A company can sign a premises lease or prepare a tax file, but the Turkish commercial presence must still be registered where the TCC requires branch registration.

The current Ministry of Trade company guidance explains that a branch is an establishment attached to a commercial enterprise where industrial or commercial activity is conducted independently, regardless of whether it has separate capital or separate accounting. Trade Registry Regulation Article 118 is cited by the Ministry for this branch definition.

After registration, the branch should ensure that subsequent changes affecting its registered information—representative, address, parent-company status, title or relevant authority—are filed as required rather than left only in the parent company’s internal records.

7. The branch title must remain connected to the foreign parent

TCC Article 40(4) preserves the foreign home-country rules concerning the parent enterprise’s trade name while requiring Turkish branch registration. The Trade Registry filing must therefore clearly identify the foreign parent and the Turkish branch.

Marketing names, domain names and local office signs do not replace the registered trade name. Contracts, invoices and formal communications should use the registered branch identity in the form required by Turkish commercial law and tax rules.

If the foreign parent changes its legal name, merges or undergoes another home-country corporate change, the Turkish branch file should be reviewed immediately. The Turkish registry does not automatically become accurate merely because the foreign register has changed.

8. Registration of the branch is followed by Turkish tax and accounting compliance

A Turkish branch conducting commercial activity requires Turkish tax and accounting registration appropriate to its business. The corporate-law registration and the tax file should be coordinated, but they are legally distinct processes.

The branch should establish accounting records, invoicing systems, tax identification and banking arrangements that comply with the Turkish rules applicable to the activity. Cross-border transactions with the foreign head office can also trigger transfer-pricing, withholding, VAT, customs or treaty issues depending on the payment and business model.

For related-party pricing, see Transfer Pricing in Turkey for Foreign-Owned Companies. The exact tax treatment of a branch should be reviewed under Turkish tax law and the applicable double-tax treaty rather than inferred only from the corporate registry status.

9. The foreign parent remains exposed to obligations of its branch

Because the branch is not a separately incorporated Turkish capital company, the branch structure does not create a separate shareholder-liability shield between the Turkish operation and the foreign parent comparable to a subsidiary. Commercial contracts, employment liabilities, tax obligations and claims arising from branch activity should therefore be evaluated at parent-company level.

This point often drives the branch-versus-subsidiary decision. A branch can simplify corporate ownership because there is no new shareholder structure, but the foreign parent accepts direct exposure to the Turkish establishment. A subsidiary introduces its own company organs, capital and compliance, but it is a separate legal person.

The parent should ensure that insurance, internal approvals, contracting limits and dispute-resolution provisions reflect the branch model actually chosen.

10. A foreign branch representative’s work authorisation is separate from Trade Registry appointment

Article 40(4) sets the corporate-law requirement of a fully authorised representative domiciled in Turkey. It does not grant a foreign national the right to work. A non-Turkish representative who will perform work in Turkey must separately satisfy the work-permit or exemption rules applicable under Law No. 6735 and related legislation.

The company should therefore align three statuses: Trade Registry authority, immigration/residence status and work authorisation. A person can be correctly named in foreign corporate documents but still lack the immigration permission needed for physical work in Turkey.

This distinction also matters for timing. The branch formation file should not assume that a work permit automatically exists because the Trade Registry accepted the corporate representative documentation.

11. A branch is not a liaison office

A liaison office is a different legal vehicle. The current Investment Office guidance states that a company incorporated abroad may establish a liaison office in Turkey only after obtaining a licence from the Ministry of Industry and Technology and only on the condition that the liaison office does not engage in commercial activities in Turkey.

A branch, by contrast, is designed for commercial activity within the scope of the foreign enterprise and the registered branch. A foreign company intending to invoice Turkish customers, perform local commercial contracts or operate a revenue-generating establishment should not use a liaison-office structure as though it were a branch.

Choosing the wrong presence model can create tax, licensing and corporate-law exposure. The intended Turkish activities should be mapped before the filing vehicle is selected.

12. Additional Turkish branches are treated differently after the first branch is registered

TCC Article 40(4) states that if the commercial enterprise has more than one Turkish branch, branches opened after registration of the first branch are registered like branches of domestic commercial enterprises. The first foreign-branch registration therefore performs the main foreign-parent onboarding function.

This does not mean later branches need no registration. Each qualifying branch is registered in its own competent registry framework. The parent should maintain consistent representative, authority and corporate-status records across the Turkish branch network.

Before opening multiple locations, the group should also consider whether one branch with additional workplaces is legally and operationally preferable to several separately registered branches. The answer depends on whether each location meets the legal branch definition and on tax, employment, licensing and commercial needs.

Conclusion

A foreign company branch in Turkey is established through Trade Registry registration under TCC Article 40(4), not by creating a new shareholder-owned Turkish legal entity. The statute requires a fully authorised commercial representative domiciled in Turkey. The current official registration file requires the parent-company opening resolution, constitutional/status documents, full representative power, identification and signature documents and prescribed registry declarations, with foreign documents properly authenticated and translated.

For an international company, the correct sequence is to decide branch versus subsidiary based on liability and operational needs, adopt a precise parent resolution, appoint a compliant resident representative, authenticate the foreign documents, complete MERSIS/Trade Registry registration and then coordinate tax, banking, employment and sector-licensing compliance.